exv4w1






Exhibit 4.1



EXECUTION COPY


FIRST SUPPLEMENTAL INDENTURE




          The First Supplemental Indenture (the “First Supplemental Indenture”) is made and
entered into this December 4, 2009, by and among Terra Capital, Inc., a Delaware corporation (the
“Company”), Terra Industries Inc., a Maryland corporation, as parent guarantor (the
“Parent”), each of the subsidiaries of the Company listed in Appendix I attached
hereto (each, together with the Parent, the “Existing Guarantors”), Terra LP Holdings LLC
(the “New Guarantor”) and U.S. Bank National Association, as trustee under the Indenture
referred to below (the “Trustee”).




W I T N
E S S E T H




          WHEREAS Terra Capital, Inc. (the “Company”), Terra Industries Inc., a Maryland corporation
(“Parent”), certain of Parent’s subsidiaries and U.S. Bank National Association, as trustee, are
parties to an Indenture (as such may be amended from time to time, the “Indenture”), dated as of
October 26, 2009, relating to the Company’s 7.75% Senior Notes due 2019 (the “Notes”);




          WHEREAS Section 4.5 and Section 10.7 of the Indenture require the Company to cause each new
Restricted Subsidiary (other than any Foreign Subsidiary) to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee
all of the Company’s obligations under the Indenture and the Notes;




          WHEREAS pursuant to Section 9.1 of the Indenture, the Company and the Trustee can execute the
First Supplemental Indenture without consent of holders.




          NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the
undersigned hereby agrees to guarantee the Company’s obligations under the Notes on the terms and
subject to the conditions set forth in Article 10 of the Indenture. From and after the date
hereof, the undersigned shall be a Guarantor for all purposes under the Indenture and the Notes as
follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. The New Guarantor hereby agrees to guarantee the Company’s
obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of
the Indenture. From and after the date hereof, the New Guarantor shall be a Guarantor for all
purposes under the Indenture and the Notes.




          3. Incorporation of Terms of Indenture. The obligations of the New Guarantor under
the Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute
a Guarantee thereunder. The New Guarantor shall be bound by the terms of the Indenture as they
relate to the Guarantee.




 









 








          4. No Personal Liability of Directors, Officers, Employees or Stockholders. No
director, officer, employee, member or stockholder of the New Guarantor, as such, will have any
liability for any obligations of the Company, any Existing Guarantor or the New Guarantor under the
Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases
the Company, each Existing Guarantor and the New Guarantor from all such liability. The waiver and
release are part of the consideration for issuance of the Guarantee by the New Guarantor.




          5. GOVERNING LAW. THE FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.




          6. Counterparts. The First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.




          7. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.




          8. Trustee. The recitals contained herein shall be taken as the statements of the
Company, the Existing Guarantors and the New Guarantor, and the Trustee assumes no responsibility
for their correctness.




2









 








          IN WITNESS WHEREOF, the undersigned have caused this First Supplemental Indenture to be duly
executed as of the date above written.




	 	 	 	 	 	 	 
	 	 	TERRA CAPITAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John W. Huey
 

   John W. Huey
	 	 
	 

	 	Title:
	 	   Vice President and Corporate Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	TERRA INDUSTRIES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John W. Huey
 

   John W. Huey
	 	 
	 

	 	Title:
	 	   Vice President, General Counsel and

    Corporate Secretary	 	 






	 	 	 	 	 
	 	 	BEAUMONT AMMONIA INC.

BEAUMONT HOLDINGS CORPORATION

BMC HOLDINGS INC.

PORT NEAL CORPORATION

TERRA CAPITAL HOLDINGS, INC.

TERRA ENVIRONMENTAL TECHNOLOGIES INC.

TERRA GLOBAL HOLDING COMPANY INC.

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC.

TERRA INVESTMENT FUND LLC

TERRA INVESTMENT FUND II LLC

TERRA METHANOL CORPORATION

TERRA NITROGEN CORPORATION

TERRA REAL ESTATE CORPORATION

TERRA (U.K.) HOLDINGS INC.

TERRA MISSISSIPPI HOLDINGS CORP.

TERRA MISSISSIPPI NITROGEN, INC.

TERRA HOUSTON AMMONIA, INC.

TERRA NITROGEN GP HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John W. Huey
	 

	 	 	 	 
	 

	 	Name:	 	 John W. Huey
	 

	 	Title:	 	 Acting in the capacities identified on
Appendix I  hereto with respect to each
of the Existing Guarantors






 









 








	 	 	 	 	 
	 	TERRA LP HOLDINGS LLC

 	 
	 	By:  	/s/ John W. Huey
 	 
	 	 	Name:  	John W. Huey 	 
	 	 	Title:  	Vice President and Corporate Secretary 	 



 









 









	 	 	 	 	 



	 	 	 	 	 
	 	U.S. Bank National Association, as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 




 









 









APPENDIX I




	 	 	 
	Subsidiaries of the Company	 	Position of John W. Huey
	Beaumont Ammonia Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Beaumont Holdings Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	BMC Holdings Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Port Neal Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Capital Holdings, Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Environmental Technologies Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Global Holding Company Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra International, Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra International (Oklahoma) Inc.

	 	Vice President, General Counsel and Corporate Secretary
	 
	 	 
	Terra Investment Fund LLC

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Investment Fund II LLC

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Methanol Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Nitrogen Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra
Real Estate Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra (U.K.) Holdings Inc.

	 	Vice President, General Counsel and Corporate
Secretary
	 
	 	 
	Terra Mississippi Holdings Corp.

	 	Vice President
	 
	 	 
	Terra Mississippi Nitrogen, Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Houston Ammonia, Inc.

	 	Vice President, General Counsel and Corporate Secretary
	 
	 	 
	Terra Nitrogen GP Holdings Inc.

	 	Vice President and Corporate Secretary